Frasers Property (Thailand) Public Company Limited and its ...fpt.listedcompany.com/misc/FS/20200513-fpt-fs-2q2020-en.pdf · Frasers Property (Thailand) Public Company Limited and

Frasers Property (Thailand) Public Company Limited

and its Subsidiaries

Condensed Interim financial statements

for the three-month and six-month periods ended

31 March 2020

and

Independent auditor’s review report

Independent Auditor’s Report on Review of Interim Financial Information To the Board of Directors of Frasers Property (Thailand) Public Company Limited

I have reviewed the accompanying consolidated and separate statements of financial position of Frasers

Property (Thailand) Public Company Limited and its subsidiaries, and of Frasers Property (Thailand) Public

Company Limited, respectively, as at 31 March 2020; the consolidated and separate statements of income and

comprehensive income for the three-month and six-month periods ended 31 March 2020, changes in equity

and cash flows for the six-month period ended 31 March 2020; and condensed notes (“interim financial

information”). Management is responsible for the preparation and presentation of this interim financial

information in accordance with Thai Accounting Standard 34, “Interim Financial Reporting”. My

responsibility is to express a conclusion on this interim financial information based on my review.

Scope of Review

I conducted my review in accordance with Thai Standard on Review Engagements 2410, “Review of Interim

Financial Information Performed by the Independent Auditor of the Entity”. A review of interim financial

information consists of making inquiries, primarily of persons responsible for financial and accounting

matters, and applying analytical and other review procedures. A review is substantially less in scope than an

audit conducted in accordance with Thai Standards on Auditing and consequently does not enable me to obtain

assurance that I would become aware of all significant matters that might be identified in an audit.

Accordingly, I do not express an audit opinion.

Conclusion

Based on my review, nothing has come to my attention that causes me to believe that the accompanying

interim financial information is not prepared, in all material respects, in accordance with Thai Accounting

Standard 34, “Interim Financial Reporting”.

2

Emphasis of Matter

I draw attention to note 4 to the interim financial statements, the Company acquired shares of Golden Land

Property Development Public Company Limited “GOLD” in August 2019 which was under common control

of the ultimate shareholders of the Company. The consolidated statements of income, comprehensive income

for the three-month and six-month periods ended 31 March 2019, changes in equity and cash flows for the

six-month period ended 31 March 2019 which are included as comparative information, have also been

adjusted as described in note 4 of the interim financial statements. My conclusion is not modified in respect

of this matter.

(Wilai Buranakittisopon)

Certified Public Accountant

Registration No. 3920

KPMG Phoomchai Audit Ltd.

Bangkok

12 May 2020

Frasers Property (Thailand) Public Company Limited and its Subsidiaries

Statement of financial position

31 March 30 September 31 March 30 September

Assets Note 2020 2019 2020 2019

(Unaudited) (Unaudited)

Current assets

Cash and cash equivalents 5 7,696,004 4,495,092 2,056,783 2,351,652

Current investments 73,840 8,830 64,968 -

Trade accounts receivable 5, 6, 23 255,794 178,540 59,441 37,568

Other receivables 5, 23 303,815 250,179 36,201 30,529

Short-term loan for project investment 9 655,224 - - -

Short-term loan and amount due from related party 5 146,106 135,270 - -

Current portion of financial lease receivables 17,483 17,473 - -

Real estate projects under development 7 35,746,681 31,078,189 - -

Deposit paid for land 212,875 774,841 - -

Other current assets 278,918 245,892 15,709 617

Total current assets 45,386,740 37,184,306 2,233,102 2,420,366

Non-current assets

Restricted deposits at financial institution 1,488 1,488 - -

Investments in associates 8 10,104,851 9,547,429 4,441,553 4,343,619

Investments in subsidiaries 9 - - 40,679,820 38,329,419

Investments in joint ventures 8 2,632,507 2,663,909 261,885 261,885

Investment in related party 257 257 257 257

Other investment 669,271 669,271 - -

Financial lease receivables 257,252 266,127 - -

Unbilled operating leases receivables 198,893 199,614 20,070 21,072

Long-term loans and accrued interests to related parties 5 232,583 232,583 10,488,722 10,109,644

Goodwill 1,626 1,626 - -

Investment properties 10 35,268,239 35,690,101 6,033,894 6,377,995

Property, plant and equipment 12 2,582,550 2,625,985 19,734 9,687

Intangible assets 110,587 118,323 30,757 30,124

Deferred tax assets 701,132 645,660 - -

Withholding tax deducted at source 674,302 767,951 140,958 140,958

Prepaid land rental 11 1,855,118 1,667,567 - -

Other non-current assets 5 197,123 104,252 28,006 25,471

Total non-current assets 55,487,779 55,202,143 62,145,656 59,650,131

Total assets 100,874,519 92,386,449 64,378,758 62,070,497

Consolidated Separate

financial statements financial statements

(in thousand Baht)

The accompanying notes are an integral part of the interim financial statements.

3




Liabilities and equity Note 2020 2019 2020 2019


Current liabilities

Trade accounts payable 5 2,437,678 2,899,519 8,846 9,649

Other payables 5 1,556,444 1,633,091 353,317 369,027

Short-term loans from financial institutions 13, 23 11,087,314 8,088,718 998,240 2,996,671

Current portion of long term loan from

financial institution 13 1,716,792 1,029,949 - -

Current portion of long-term note payable 13 253,647 250,899 - -

Current portion of debentures 13, 14 6,700,000 6,820,000 4,700,000 1,820,000

Income tax payable 185,883 267,912 - -

Current portion of unearned rental income 5 366,726 360,941 8,180 8,180

Short-term provisions 5 4,115 12,860 - 1,645

Other current liabilities 446,660 446,568 13,271 10,669

Total current liabilities 24,755,259 21,810,457 6,081,854 5,215,841

Non-current liabilities

Long-term loans from financial institutions 13 2,177,466 2,518,947 - -

Long-term loans and accrued interest from

shareholder of subsidiary 5, 13 547,755 540,336 - -

Debentures 13, 14 36,770,745 30,775,562 27,279,347 25,780,789

Deferred tax liabilities 491,921 499,789 123,435 122,903

Non-current provisions for employee benefit 199,902 187,914 29,924 35,741

Unearned rental income 5 7,318,831 7,500,484 187,926 192,016

Long-term provisions 84,998 85,442 - -

Other non-current liabilities 601,163 597,069 154,911 145,027

Total non-current liabilities 48,192,781 42,705,543 27,775,543 26,276,476

Total liabilities 72,948,040 64,516,000 33,857,397 31,492,317

financial statements

(in thousand Baht)


SeparateConsolidated


4




Liabilities and equity Note 2020 2019 2020 2019


Equity

Share capital

Authorised share capital 15 3,226,821 2,934,628 3,226,821 2,934,628

Issued and paid-up share capital 2,016,763 2,016,763 2,016,763 2,016,763

Premium on ordinary shares 22,914,919 22,914,919 22,914,919 22,914,919

Retained earnings

Appropriated

Legal reserve 302,593 300,828 293,463 293,463

Unappropriated 4,894,228 4,702,616 5,296,216 5,353,035

Other components of equity (473,859) (495,068) - -

Difference arising from business combinations

under common control 4 (2,255,622) (2,255,622) - -

Equity attributable to owners of the parent 27,399,022 27,184,436 30,521,361 30,578,180

Non-controlling interests 527,457 686,013 - -

Total equity 27,926,479 27,870,449 30,521,361 30,578,180

Total liabilities and equity 100,874,519 92,386,449 64,378,758 62,070,497

(in thousand Baht)


SeparateConsolidated


5

Frasers Property (Thailand) Public Company Limited and its SubsidiariesStatement of income (Unaudited)

Note 2020 2019 2020 2019

(Restated)

Revenue

Revenue from sales of real estate 3,557,358 4,395,963 - -

Rental and related service revenue 5, 23 690,950 678,428 112,684 110,210

Revenue from hotel business 5 112,671 152,910 - -

Revenue from golf course operation 7,986 11,105 - -

Management fee income 5, 23 142,288 125,568 32,511 26,918

Investment income 5, 23 21,389 43,894 1,212,034 191,233

Reversal of provision against future support - 66,175 - -

Gain on sales of investment in associate 8 384,055 - - -

Gain on sales of investment in subsidiary 9 215 10,322 3,345 -

Gain (loss) on sales of investment properties 5, 23 30,085 (1,239) 48,823 8

Other income 5, 23 143,010 25,598 11,596 9,670

Total revenue 5,090,007 5,508,724 1,420,993 338,039

Expenses

Cost of sales of real estate 2,502,125 3,033,783 - -

Cost of rental and related services 23 332,862 316,906 39,806 37,739

Cost of hotel business 87,308 100,193 - -

Cost of golf course operation 2,746 3,237 - -

Cost of management income 23 87,143 78,060 23,995 22,344

Distribution costs 23 312,475 385,935 14,644 17,353

Administrative expenses 5, 23 566,507 556,670 85,354 67,934

Finance costs 5 288,434 168,334 252,853 143,730

Total expenses 4,179,600 4,643,118 416,652 289,100

Share of profits of associates and

joint ventures net of unrealised gains on sales of

properties to associates and joint ventures 50,702 73,121 - -

Profit before income tax expense 961,109 938,727 1,004,341 48,939

Income tax expenses (109,848) (160,747) (102) (9,336)

Profit for the period 851,261 777,980 1,004,239 39,603

Profit attributable to:

Owners of the Company 838,493 75,575 1,004,239 39,603

Former shereholder before business restructuring - 554,691 - -



Basic earnings per share (in Baht)

Attributable to owner of the Company 0.42 0.04 0.50 0.02

(in thousand Baht)

Consolidated financial statements Separate financial statements

Three-month period ended Three-month period ended

31 March 31 March


6

Frasers Property (Thailand) Public Company Limited and its SubsidiariesStatement of comprehensive income (Unaudited)

2020 2019 2020 2019

(Restated)


Other comprehensive income

Item that will be reclassified

subsequently to profit or loss

Exchange differences on translating

foreign operations 40,403 (6,659) - -

Total item that will be reclassified

subsequently to profit or loss 40,403 (6,659) - -

Other comprehensive income for

the period, net of income tax 40,403 (6,659) - -

Total comprehensive income for the period 891,664 771,321 1,004,239 39,603

Total comprehensive income attributable to:

Owners of the parent 878,896 68,916 1,004,239 39,603

Former shareholder before business restructuring - 554,691 - -


Total comprehensive income for the period 891,664 771,321 1,004,239 39,603

(in thousand Baht)


31 March 31 March

Three-month period ended Three-month period ended


7

Frasers Property (Thailand) Public Company Limited and its SubsidiariesStatement of income (Unaudited)

Note 2020 2019 2020 2019

(Restated)

Revenue

Revenue from sales of real estate 23 7,102,887 8,151,501 - -

Rental and related service revenue 5, 23 1,386,555 1,341,744 223,293 226,659

Revenue from hotel business 5 256,639 297,325 - -

Revenue from golf course operation 15,858 20,271 - -

Management fee income 5, 23 317,276 256,224 64,217 54,197

Investment income 5, 23 39,271 75,715 1,325,010 337,612

Reversal of provision against future support - 66,175 - -

Gain on sales of investment in associate 8 384,055 - - -

Gain on sales of investment in subsidiary 9 215 10,322 3,345 -

Gain on sales of investment properties 5, 23 30,085 887,977 48,823 653,283

Other income 5, 23 140,109 72,534 18,080 15,383

Total revenue 9,672,950 11,179,788 1,682,768 1,287,134

Expenses

Cost of sales of real estate 23 4,924,472 5,686,851 - -

Cost of rental and related services 23 650,666 625,923 74,893 71,152

Cost of hotel business 183,878 198,094 - -

Cost of golf course operation 5,939 6,104 - -

Cost of management income 23 175,823 156,084 49,505 44,095

Distribution costs 23 621,147 725,685 27,061 30,758

Administrative expenses 5, 23 1,214,411 1,105,299 174,827 135,092

Finance costs 5 550,642 321,149 485,059 269,280

Total expenses 8,326,978 8,825,189 811,345 550,377

Share of profits (loss) of associates and

joint ventures net of unrealised gains on sales of

properties to associates and joint ventures 8 55,742 (41,237) - -

Profit before income tax expense 1,401,714 2,313,362 871,423 736,757

Income tax expenses 17 (242,873) (400,284) (532) (122,132)

Profit for the period 1,158,841 1,913,078 870,891 614,625


Owners of the Company 1,121,087 754,819 870,891 614,625

Former shereholder before business restructuring - 914,344 - -



Basic earnings per share (in Baht)

Attributable to owner of the Company 0.56 0.41 0.43 0.34


Six-month period ended Six-month period ended

31 March 31 March

(in thousand Baht)


8

Frasers Property (Thailand) Public Company Limited and its SubsidiariesStatement of comprehensive income (Unaudited)

2020 2019 2020 2019

(Restated)


Other comprehensive income

Item that will be reclassified

subsequently to profit or loss

Exchange differences on translating

foreign operations 42,536 (3,337) - -

Total item that will be reclassified

subsequently to profit or loss 42,536 (3,337) - -

Other comprehensive income for

the period, net of income tax 42,536 (3,337) - -

Total comprehensive income for the period 1,201,377 1,909,741 870,891 614,625

Total comprehensive income attributable to:

Owners of the parent 1,163,623 751,482 870,891 614,625

Former shareholder before business restructuring - 914,344 - -


Total comprehensive income for the period 1,201,377 1,909,741 870,891 614,625

(in thousand Baht)



31 March 31 March


9


Statement of changes in equity (Unaudited)

Difference arising

Surplus Total from business Equity

Issued and Translating from change in other combination attributable to Former shareholder

paid-up Share Legal foreign ownership interests components under common owners of before business Non-controlling Total

Note share capital premium reserve Unappropriated operations in subsidiaries of equity control the parent restructuring interests equity

Six-month period ended 31 March 2019

Balance at 1 October 2018 - as reported 1,834,142 19,838,380 275,121 3,441,884 (71,723) 48,522 (23,201) - 25,366,326 - 13,958 25,380,284

Impact of business restructuring - - - - - - - - - 12,921,195 3,095,150 16,016,345

Balance at 1 October 2018 - restated 1,834,142 19,838,380 275,121 3,441,884 (71,723) 48,522 (23,201) - 25,366,326 12,921,195 3,109,108 41,396,629

Transactions with owners, recorded directly in equity

Contributions by and distributions to owners of the parent

Dividends 18 - - - (495,218) - - - - (495,218) (846,578) (231,668) (1,573,464)

Total contributions by and distributions to

owners of the parent - - - (495,218) - - - - (495,218) (846,578) (231,668) (1,573,464)

Changes in ownership interests in subsidiary

Increase share capital in subsidiary - - - - - - - - - - 30,000 30,000

Total changes in ownership interests in subsidiary - - - - - - - - - - 30,000 30,000

Total transactions with owners, recorded directly in equity - - - (495,218) - - - - (495,218) (846,578) (201,668) (1,543,464)

Comprehensive income for the period

Profit - - - 754,819 - - - - 754,819 914,344 243,915 1,913,078

Other comprehensive income - - - - (3,337) - (3,337) - (3,337) - - (3,337)

Total comprehensive income for the period - - - 754,819 (3,337) - (3,337) - 751,482 914,344 243,915 1,909,741

Transfer of legal reserve - - 47 (47) - - - - - - - -

Balance at 31 March 2019 1,834,142 19,838,380 275,168 3,701,438 (75,060) 48,522 (26,538) - 25,622,590 12,988,961 3,151,355 41,762,906

Consolidated financial statements

Retained earnings Other components of equity

(in thousand Baht)


10

Frasers Property (Thailand) Public Company Limited and its SubsidiariesStatement of changes in equity (Unaudited)

Difference arising

Deficit Total from business Equity

Issued and Translating from change in other combination attributable to

paid-up Share Legal foreign ownership interests components under common owners of Non-controlling Total

Note share capital premium reserve Unappropriated operations in subsidiaries of equity control the parent interests equity

Six-month period ended 31 March 2020

Balance at 1 October 2019 2,016,763 22,914,919 300,828 4,702,616 (99,104) (395,964) (495,068) (2,255,622) 27,184,436 686,013 27,870,449

Transactions with owners, recorded directly in equity

Contributions by and distributions to owners of the parent

Dividends 18 - - - (927,710) - - - - (927,710) (61,074) (988,784)

Total contributions by and distributions to

owners of the parent - - - (927,710) - - - - (927,710) (61,074) (988,784)

Change in ownership interest in subsidiaries

Acquisition of non-controlling interests without a change in control 4 (a) - - - - - (21,327) (21,327) - (21,327) (135,236) (156,563)

Total change in ownership interest in subsidiaries - - - - - (21,327) (21,327) - (21,327) (135,236) (156,563)

Total transactions with owners, recorded directly in equity - - - (927,710) - (21,327) (21,327) - (949,037) (196,310) (1,145,347)

Comprehensive income for the period

Profit - - - 1,121,087 - - - - 1,121,087 37,754 1,158,841

Other comprehensive income - - - - 42,536 - 42,536 - 42,536 - 42,536

Total comprehensive income for the period - - - 1,121,087 42,536 - 42,536 - 1,163,623 37,754 1,201,377

Transfer of legal reserve - - 1,765 (1,765) - - - - - - -

Balance at 31 March 2020 2,016,763 22,914,919 302,593 4,894,228 (56,568) (417,291) (473,859) (2,255,622) 27,399,022 527,457 27,926,479

Other components of equity


(in thousand Baht)

Retained earnings


11

Issued and

paid-up Share Total

Note share capital premium Legal reserve Unappropriated equity

Six-month period ended 31 March 2019Balance at 1 October 2018 1,834,142 19,838,380 275,121 5,341,619 27,289,262

Transactions with owners, recorded directly in equity Contributions by and distributions to owners of the parent Dividends 18 - - - (495,218) (495,218) Total contributions by and distributions to owners of the parent - - - (495,218) (495,218) Total transactions with owners, recorded directly in equity - - - (495,218) (495,218)

Comprehensive income for the period Profit 614,625 614,625 Total comprehensive income for the period - - - 614,625 614,625

Balance at 31 March 2019 1,834,142 19,838,380 275,121 5,461,026 27,408,669

Six-month period ended 31 March 2020Balance at 1 October 2019 2,016,763 22,914,919 293,463 5,353,035 30,578,180

Transactions with owners, recorded directly in equity Contributions by and distributions to owners of the parent Dividends 18 - - - (927,710) (927,710) Total contributions by and distributions to owners of the parent - - - (927,710) (927,710) Total transactions with owners, recorded directly in equity - - - (927,710) (927,710)

Comprehensive income for the period Profit 870,891 870,891 Total comprehensive income for the period - - - 870,891 870,891

Balance at 31 March 2020 2,016,763 22,914,919 293,463 5,296,216 30,521,361

Frasers Property (Thailand) Public Company Limited and its SubsidiariesStatement of changes in equity (Unaudited)

Separate financial statements

Retained earnings

(in thousand Baht)


12


Statement of cash flows (Unaudited)

2020 2019 2020 2019

(Restated)

Cash flows from operating activities


Adjustments to reconcile profit (loss) to cash receipts (payments)

Tax expense 242,873 400,284 532 122,132

Finance costs 550,642 321,149 485,059 269,280

Depreciation and amortisation 533,354 506,701 53,811 50,780

(Reversal of) impairment loss on real estate projects

under deverlopment (802) 25 - -

Non-current provisions for employee benefit 20,223 17,141 2,223 2,475

Reversal of provision for litigation (444) (99,153) - -

Provision related to sales of investment properties - 13,042 - 8,530

Gain on sales of investment properties (30,085) (887,977) (48,823) (653,283)

Recognition of unearned rental income (189,231) (306,247) (4,090) (123,263)

Recognition of prepaid land rental 42,739 40,494 - -

Share of (profit) loss of associates and joint ventures net of

unrealised gains on sales of investment properties to

associates and joint ventures (55,742) 41,237 - -

Bad and doubtful debts expense 8,332 10,403 - -

Loss on write-off intangible assets - 2,010 - -

(Gain) loss on disposal of building and equipment 252 (1,016) (85) (974)

Loss on write-off assets 6,655 99 - -

Gain on disposal of investments in associate (384,055) - - -

Gain on disposal of investments in subsidiary (215) (10,323) (3,345) -

Translation adjustments from subsidiary dissolved 2,487 - - -

Interest income (39,271) (75,715) (221,633) (300,029)

Dividends income - - (1,103,377) (37,583)

1,866,553 1,885,232 31,163 (47,310)

Changes in operating assets and liabilities

Trade accounts receivables and unbilled operating

leases receivables (77,833) (86,315) (20,871) (23,797)

Other receivables (54,613) 8,809 (6,434) (9,185)

Financial lease receivables 8,351 8,377 - -

Real estate project under development (4,374,964) (4,404,664) - -

Deposit for land 561,966 64,788 - -

Other current assets (3,705) (30,655) 414 96

Other non-current assets (92,871) 3,348 (2,535) (134)

Trade accounts payable (451,891) 274,608 - -

Other payables (94,377) 121,836 (40,713) (27,365)



31 March 31 March

(in thousand Baht)


13



2020 2019 2020 2019

(Restated)

Changes in asset and operating liabilities

Provisions (8,745) (16,301) (1,645) (3,060)

Other current liabilities 91 43,986 2,602 4,229

Cash paid for litigation - (10,882) - -

Other non-current liabilities 4,456 (5,564) 9,884 (12,479)

Employee benefit paid (8,235) (1,597) (8,040) (618)

Unearned land rental income 13,363 61,484 - -

Exchange differences on translating foreign operations 56,193 (8,274) - -

Net cash used in operating (2,656,261) (2,091,784) (36,175) (119,623)

Taxes paid (323,916) (432,221) (15,506) (25,230)

Net cash used in operating activities (2,980,177) (2,524,005) (51,681) (144,853)

Cash flows from investing activities

Increase in current investments (65,010) (2,050,079) (64,968) (2,115,000)

Decrease in restricted deposit at financial institution - 4,000 - -

Proceeds from disposal of investments in associates - net expenses 942,811 - - -

Increase in investments in associates (1,214,834) (2,300,760) (97,934) (2,300,760)

Proceeds from disposal of investments in subsidiaries 215 23,850 62,703 -

Acquistion of non-controlling interest (156,563) - (156,563) -

Increase in investment in subsidiary - - (2,253,196) (255,000)

Increase in investment in joint ventures (149,130) (162,638) - -

Proceed from repayment of short-term loan to related party - 2,260,250 - 2,260,250

Payment for short-term loan to related party - (2,260,250) - (2,260,250)

Payment for short-term loan (655,224) - - -

Proceed from repayment of long-term loans to related parties - - 341,000 940,000

Payment for long-term loans to related parties - - (720,000) (1,348,000)

Acquisition of investment properties (444,340) (853,818) (37,126) (51,580)

Proceed from sales of plant and equipment 297 6,699 195 1,189

Proceed from sales of investment properties - net expenses 427,324 1,910,088 393,936 1,264,475

Acquisition of property, plant and equipment (14,351) (71,845) (13,418) (4,546)

Acquisition of intangible assets (3,199) (6,574) (3,151) (3,564)

Interest received from subsidiaries - - 207,056 239,467

Interest received 33,890 63,241 15,260 51,014

Dividends received 307,952 289,315 1,103,377 28,583

Prepaid land rental (234,035) - - -

Net cash used in investing activities (1,224,197) (3,148,521) (1,222,829) (3,553,722)

(in thousand Baht)



31 March 31 March


14



2020 2019 2020 2019

(Restated)

Cash flows from financing activities

Proceed from increase in share capital in subsidiary - 30,000 - -

Repayment in short-term loans from financial institutions (7,000,000) - (7,000,000) -

Proceeds from short-term loan from financial institutions 10,196,656 893,000 5,000,000 -

Proceeds from long-term loan from financial institutions 1,003,805 1,733,750 - -

Repayment of long-term loans from financial institutions (872,036) (1,645,525) - -

Proceeds from debentures 9,500,000 8,000,000 5,000,000 5,000,000

Redemptions of debentures (3,620,000) (600,000) (620,000) (600,000)

Dividends paid to owner of the Company (988,774) (1,573,464) (927,701) (495,218)

Interest paid (814,365) (486,688) (472,658) (258,425)

Net cash from financing activities 7,405,286 6,351,073 979,641 3,646,357

Net increase (decrease) in cash and cash equivalents 3,200,912 678,547 (294,869) (52,218)

Cash and cash equivalents at the beginning of the period 4,495,092 6,951,410 2,351,652 5,741,098

Cash and cash equivalents at the ending of the period 7,696,004 7,629,957 2,056,783 5,688,880

Non-cash transactions

Payables for purchase of investment properties,

and property, plant and equipment 287,059 306,124 21,566 26,798

Dividend receivables - - - 9,000

(in thousand Baht)



31 March 31 March


15

Frasers Property (Thailand) Public Company Limited and its Subsidiaries Notes to the condensed interim financial statements

For the three-month and six-month periods ended 31 March 2020 (Unaudited)

16

Note Contents

1 General information 2 Basis of preparation of the interim financial statements

3 Impact of COVID-19 outbreak

4 Business combination under common control and acquisition of non-controlling interests

5 Related parties

6 Trade accounts receivable

7 Real estate projects under development

8 Investments in associates and joint ventures

9 Investments in subsidiaries

10 Investment properties

11 Prepaid land rental

12 Property, plant and equipment

13 Interest-bearing liabilities

14 Debentures

15 Share capital

16 Segment information and disaggregation of revenue

17 Income tax expense

18 Dividends

19 Financial instruments

20 Commitments with non-related parties

21 Events after the reporting period

22 Thai Financial Reporting Standard (TFRS) not yet adopted

23 Reclassification of accounts



17

These notes form an integral part of the interim financial statements.

The interim financial statements issued for Thai regulatory reporting purposes are prepared in the Thai

language. These English language financial statements have been prepared from the Thai language

financial statements, and were approved and authorised for issue by the Board of Directors on

12 May 2020.

1 General information

Frasers Property (Thailand) Public Company Limited, the “Company” is incorporated in Thailand and

was listed on the stock Exchange of Thailand on 13 June 2002 and has its registered office at No. 175,

13/1th Floor, Sathorn City Tower, South Sathorn Road, Bangkok. On 2 January 2020, the Company

changed its registered office to No. 944 Mitrtown Office Tower, 22nd-23rd Floor, Rama 4 Road,

Wangmai Subdistrict, Pathumwan District, Bangkok.

The principal activities of the Company and its subsidiaries, the “Group”, are industrial real estate

development business, which comprises the development of factories and warehouses, mainly for rent

and occasionally for sale, residential real-estate development, including rental and related service of

commercial buildings and hotel business. Details of the Company’s associates and joint ventures and

subsidiaries as at 31 March 2020 and 30 September 2019 are given in notes 8 and 9.

2 Basis of preparation of the interim financial statements

(a) Statement of compliance

The condensed interim financial statements are presented in the same format as the annual financial

statements and prepared its notes to the financial statements on condensed basis (“interim financial

statements”) in accordance with Thai Accounting Standard (TAS) No.34 Interim Financial Reporting;

guidelines promulgated by the Federation of Accounting Professions and applicable rules and

regulations of the Thai Securities and Exchange Commission.

The interim financial statements are prepared to provide an update on the financial statements for the

year ended 30 September 2019. They do not include all of the financial information required for full

annual financial statements but focus on new activities, events and circumstances to avoid repetition

of information previously reported. Accordingly, these interim financial statements should be read in

conjunction with the financial statements of the Company and its subsidiaries for year ended

30 September 2019.

(b) Use of judgements, estimates and accounting policies

In preparation these interim financial statements, judgement and estimates are made by management in

applying the Group’s accounting policies. Actual result may differ from these estimates. The accounting

policies, methods of computation and the key sources of estimation uncertainty were the same as those

that applied to the financial statements for the year ended 30 September 2019, except for revenue

recognition which requires additional judgement in determining the timing of the transfer of

control - at a point in time or over time - according to the requirements of TFRS 15 Revenue from

Contracts with Customers (“TFRS 15”) which the Group has initially adopted to replace TAS 18

Revenue (“TAS 18”), TAS 11 Construction Contracts (“TAS11”), related interpretations and COVID-19

outbreak as described in note 3



18

Under TFRS 15, the Group recognises revenue when a customer obtains control of the goods or

services in an amount that reflects the consideration to which the Group expects to be entitled to. In

addition, judgement is required in determining the timing of the transfer of control for revenue

recognition - at a point in time or over time. Whereas, under TAS 18, the Group recognises revenue

from sale of goods when the significant risks and rewards of ownership of the goods have been

transferred to the buyer, and recognises revenue from rendering of services by reference to the stage

of completion of the transaction at the end of the reporting period. No revenue is recognised if there

is continuing management involvement with the goods or there are significant uncertainties regarding

recovery of the consideration due. Such change in accounting policies have no material impacts on

the financial statements.

In addition, the Group has not early adopted a number of new and revised TFRSs which are not yet

effective for the current period in preparing these interim financial statements. Those new and revised

TFRS that are relevant to the Group’s operations are disclosed in note 22.

3 Impact of COVID-19 outbreak

Due to the COVID-19 outbreak at the beginning of 2020, Thailand and many other countries have

enacted several protective measures against the outbreak, e.g. the order to temporarily shut down

operating facilities or reduce operating hours, social distancing, etc. This has significantly affected

world economy, production, supply chain of goods and business operation of many entities in wide

areas. The management is closely monitoring the situation to manage the negative impact on the

business as much as possible. At 31 March 2020, the situation of COVID-19 outbreak is still ongoing,

resulting in estimation uncertainty on the potential impact, therefore, these financial statements

exclude the factors from the situation in estimating impairment losses on financial assets and non-

financial assets.

4 Business combination under common control and acquisition of non-controlling interests

On 14 August 2019, the Company paid for ordinary shares capital as the result of the tender offer for

securities of Golden Land Property Development PLC. (“GOLD”) for 2,195.90 million shares at Baht

8.50 per share totalling Baht 18,665.14 million, which was 94.50% of the total ordinary shares offered

to be purchased of 2,323.72 million shares from two former major shareholders of GOLD, which was

79.20% of the total ordinary shares offered to be purchased amounting to Baht 15,644.02 million,

which comprised Univentures Public Company Limited (“UV”) which held 912.83 million shares,

or 39.28% of the total ordinary shares offered amounting to Baht 7,759.05 million, and Frasers

Property Holdings (Thailand) Co., Ltd. (“FPHT”), which held 927.64 million shares, or 39.92% of

the total ordinary shares offered amounting to Baht 7,884.97 million. These two major shareholders

and the Company are under common control of the ultimate controlling shareholder before and after

the acquisition date and that control was not transitory. Consequently, the Group obtained control over

investment in GOLD as at the acquisition date and the consolidated financial statement was prepared

under the business combination of entities under common control principle (see note 4 (a)). The rest

of acquired shares are acquisition from third parties totalling 355.43 million shares or 15.30% of the

total ordinary shares offered amounting to Baht 3,021.12 million (see note 4 (b)).



19

(a) Acquisition of interest which is a business combination under common control

The acquired shares totalling of 79.20% of the total ordinary shares offered from UV and FPHT has

been accounted for the carrying amount in a manner similar to a pooling of interest method. Such

presentation reflects the economic substances for the Company and GOLD as one economic unit from

1 October 2018 for the benefit comparing, although the legal form of the relationship believes the

Company and GOLD was effective after 1 October 2018. The Company has also presented the

consolidated statements of income, statement of comprehensive income for the three-month and six-

month periods ended 31 March 2019, statement of changes in equity and cash flow for the six-month

period ended 31 March 2019, including notes to consolidated financial statements after business

restructuring for the information of users in comparing.

The major classes of the carrying amounts of assets acquired and liabilities from GOLD Group, which

was the date of the business combination under common control are as follow:

Golden Land Property

Development PLC.

Group

(in million Baht) Cash and cash equivalents 470

Trade accounts receivable 132

Real estate projects under development 30,530

Investment properties 6,326

Prepaid land rental 1,049

Property, plant and equipment 2,421

Short term loans from financial institutions (4,921)

Trade accounts payable (2,395)

Debentures (9,994)

Long term loans from financial institutions (1,694)

Unearned rental income (6,327)

Other assets - net 1,307

Identified net assets 16,904

Ownership interest under common control (%)

- Purchased from UV 39.28

- Purchased from FPHT 39.92 79.20

Identifiable net assets - according to shareholding 13,388

Consideration paid (15,644)

Differences arising from business combination under

common control

(2,256)



20

The impact of the restatement on the Group’s consolidated financial statements are as follows:

Statement of income

for the three-month

period ended

31 March 2019


As previously

reported

Reclassi -

fication

After

Reclassi -

fication Adjustments As restated

(in million Baht)

Revenue from sales of

real estate - - - 4,396 4,396

Rental and related

service revenue 401 41 442 236 678

Revenue from hotel

business - - - 153 153

Cost of sales of

properties (1) 1 - (3,034) (3,034)

Cost of rental and related

services (118) (59) (177) (140) (317)

Cost of hotel business - - - (100) (100)

Distribution costs (15) (11) (26) (360) (386)

Administrative expenses (197) 51 (146) (410) (556)

Share of profits (losses) of associates and joint

ventures net of

unrealised gains on

sales of investment

properties to associates

and joint ventures 61 (1) 60 13 73

Others (53) (22) (75) (54) (129)

Profit for the period 78 - 78 700 778


Owners of the Company 75 - 75 - 75

Former shareholder

before business

restructuring - - - 555 555

Non-controlling interests 3 - 3 145 148


Basic earnings per

share (Baht) 0.04 - 0.04 - 0.04


Other comprehensive

income for the period (6) - (6) - (6)

Total comprehensive

income for the

period 72 - 72 700 772



21

Statement of income

for the three-month

period ended

31 March 2019


As previously

reported

Reclassi -

fication

After

Reclassi -


(in million Baht)


Former shareholder

before business



Total comprehensive

income for the period 72 - 72 700 772

Statement of income

for the six-month

period ended

31 March 2019


As previously

reported

Reclassi -

fication

After

Reclassi -


(in million Baht)

Revenue from sales of

real estate 2,025 (2,025) - 8,152 8,152

Rental and related

service revenue 791 74 865 477 1,342

Revenue from hotel

business - - - 297 297

Cost of sales of

properties (1,134) 1,134 - (5,687) (5,687)

Cost of rental and related

services (235) (110) (345) (281) (626)

Cost of hotel business - - - (198) (198)

Distribution costs (23) (23) (46) (680) (726)

Administrative expenses (381) 88 (293) (812) (1,105)

Share of profits (losses) of associates and joint

ventures net of

unrealised gains on

sales of investment


and joint ventures 126 (199) (73) 32 (41)

Others (406) 1,061 655 (150) 505

Profit for the period 763 - 763 1,150 1,913



Former shareholder

before business



Profit for period 762 - 762 1,151 1,913

Basic earnings per

share (Baht) 0.41 - 0.41 - 0.41



22

Statement of income

for the six-month

period ended

31 March 2019


As previously

reported

Reclassi -

fication

After

Reclassi -


(in million Baht)

Profit for the period 762 - 762 1,151 1,913

Other comprehensive

income for the period (3) - (3) - (3)

Total comprehensive

income for the

period 759 - 759 1,151 1,910


Former shareholder

before business



Total comprehensive

income for the period 759 - 759 1,151 1,910

Statement of cash flows for the six-month period ended 31 March 2019


As previously

reported

Reclassi -

fication

After

Reclassi -


(in million Baht)

Net cash from (used in)

operating activities 2,249 (1,910) 339 (2,863) (2,524)

Net cash from (used in)

investing activities (5,116) 1,910 (3,206) 58 (3,148)

Net cash from

investing activities 3,132 - 3,132 3,219 6,351

Net increase in cash and

cash equivalents 265 - 265 414 679

(b) Acquisition of interests from third parties, which is acquisition of non-controlling interests

In October and November 2019, the Company acquired additional interests of GOLD for 18.53 million

shares or 0.80% of the total ordinary shares, totalling Baht 156.56 million from non-controlling interest.

31 March 2020

(in million Baht)

Carrying amount of non-controlling interests acquired 135

Consideration paid (156)

Deficit from change in ownership interests in a subsidiary (21)



23

5 Related parties

Relationships with associates, joint ventures and subsidiaries are described in notes 8 and 9. Other

related parties which have material changes in relationships and that the Group had significant

transactions during the period with were as follows:

Name of entities Country of

incorporation/

nationality

Nature of relationships

Paksong Capital Company Limited Thailand Common directors with a

subsidiary

N.C.C.International Events Company Limited Thailand Common directors

Univentures REIT Management Company Limited Thailand Common directors

Oishi Ramen Company Limited Thailand Common directors

Thai Beverage Recycle Company Limited Thailand Common directors

Frasers Hospitality Loyalty Service Pte. Ltd. Singapore Common directors

Frasers Hospitality China Square Trustee Pte. Ltd. Singapore Common directors

Key management personnel Thailand Persons having authority and

responsibility for planning,

directing and controlling the

activities of the entity, directly

or indirectly including any

director (whether executive or

otherwise) of the Group.

Significant transactions for the three-month and six-month periods ended 31 March with related parties were

as follows:

Consolidated


Separate


Three-month period ended 31 March 2020 2019 2020 2019

(Restated)

(in million Baht) Subsidiaries

Property management fee income - - 33 27

Other income - - 6 5

Dividend income - - 1,096 31

Interest income - - 104 121

Associates

Rental and related service income 94 91 1 1

Loss from sales of investment properties - 1 - -

Land rental income 15 15 2 2

Management fee income 122 101 - -

Common area service fee 7 6 - -

Dividend income - - 4 4

Interest income 3 15 - 12

Other income 2 - 2 -

Rental expenses 11 25 - -

Provision related to sales of investment

properties - 1 - -



24

Consolidated


Separate


Three-month period ended 31 March 2020 2019 2020 2019

(Restated)

(in million Baht) Joint ventures


Other income 31 1 1 -

Rental and service expenses 31 - 9 -

Other expenses - 1 - -

Other related parties

Rental and related service revenue 8 8 - -

Revenue from hotel business 1 1 - -


Other income 1 2 - -

Rental and related service expenses 3 6 3 6

Utilities expenses 2 4 1 4


Property management fee expenses 19 18 - -

Management fee expenses 2 3 - -

Central charge expenses 1 2 - -

Interest expenses 3 3 - -

Other expenses 17 22 8 11

Key management personnel

Key management personnel compensation

Short-term employee benefit 58 48 37 24

Post-employment benefit 2 4 - 2

Total key management personnel compensation 60 52 37 26

Consolidated


Separate


Six-month period ended 31 March 2020 2019 2020 2019

(Restated)

(in million Baht) Subsidiaries

Property management fee income - - 65 55 Other income - - 12 11

Dividend income - - 1,096 31

Interest income - - 207 242 Associates

Rental and related service income 188 185 2 2

Gain on the sale of investment properties - 888 - 653

Land rental income 30 31 4 5


Sales commission income 34 - - -

Common area service fee 14 12 - -

Dividend income - - 7 7


Other income 4 - 2 -


Provision related to sales of investment

properties - 13 - 9



25

Consolidated


Separate



(Restated)

(in million Baht) Joint ventures


Other income 32 1 2 -

Rental and service expenses 44 - 11 -

Other expenses 2 1 - -


Rental and related service revenue 20 19 - 1

Revenue from hotel business 2 2 - -


Other income 2 4 - -


Rental and related service expenses 9 11 9 11

Utilities expenses 3 4 2 4

Purchase of equipment 2 1 - -


Property management fee expenses 41 38 - -

Management fee expenses 5 6 - -

Central charge expenses 3 4 - -

Interest expenses 7 7 - -

Other expenses 35 40 12 14

Key management personnel

Key management personnel compensation

Short-term employee benefit 158 109 104 60

Post-employment benefit 7 7 2 3

Total key management personnel compensation 165 116 106 63

Balances as at 31 March 2020 and 30 September 2019 with related parties were as follows:

Cash and cash equivalents

Consolidated


Separate


31

March

2020

30

September

2019

31

March

2020

30

September

2019

(in million Baht)

Other related party 177 317 37 23

Trade accounts receivable - related parties

Consolidated


Separate


31

March

2020

30

September

2019

31

March

2020

30

September

2019

(in million Baht)

Subsidiaries - - 20 8

Associates 66 28 - -

Joint ventures 40 - - -

Other related parties 2 9 - -

Total 108 37 20 8



26

Other receivables - related parties

Consolidated


Separate


31

March

2020

30

September

2019

31

March

2020

30

September

2019

(in million Baht)


Associates 18 20 2 -

Joint ventures 32 2 1 1

Other related parties 7 4 1 1

Total 57 26 10 3

Short-term loan and amount due from Consolidated Separate

related party financial statements financial statements

31

March

2020

30

September

2019

31

March

2020

30

September

2019

(in million Baht)

Other related party 146 135 - -

Short-term loan and amount due from related party

On 31 March 2020, a subsidiary and a related party had entered into Memorandum of Understanding

to convert such short-term loan and amount due from related party to equity, which will be finalised by

May 2020.

Movements during the six-month periods ended 31 March 2020 of loans and accrued interest to related

parties were as follows:

Interest rate Consolidated financial statements

30

September

2019

31

March

2020

30

September

2019 Increase Decrease

31

March

2020

(% per annum) (in million Baht)

Long-term loans and

accrued interest

Associate

Long-term loan 4.42 4.42-5.02 242 - - 242

Accrued interest 30 6 - 36

Total 272 278

Less allowance for

doubtful accounts (39) (6) - (45)

Net 233 233



27

Interest rate Separate financial statements

30

September

2019

31

March

2020

30

September


31

March

2020


Long-term loans and

accrued interest

Subsidiaries

Long-term loan 4.16-4.50 3.89-4.03 10,110 720 (341) 10,489

Accrued interest - 207 (207) -

Total 10,110 10,489

Consolidated financial

statements

Separate financial

statements

2020 2019 2020 2019

(in million Baht)

Bad and doubtful debts expense of loan

and accrued interest to related parties

Three-month period ended 31 March 3 3 - -

Six-month period ended 31 March 6 6 - -

Other non-current assets - related parties

Consolidated


Separate


31

March

2020

30

September

2019

31

March

2020

30

September

2019

(in million Baht)

Associates 8 8 - -

Joint ventures 27 26 9 8


Total 47 46 17 16

Trade account payable - related parties

Consolidated


Separate


31

March

2020

30

September

2019

31

March

2020

30

September

2019

(in million Baht)

Associates 3 4 - -

Other related parties 3 5 - -

Total 6 9 - -

Rental and service deposit-related parties Consolidated


Separate


31

March

2020

30

September

2019

31

March

2020

30

September

2019

(in million Baht)


1

1

-

-



28

Other payables - related parties

Consolidated


Separate


31

March

2020

30

September

2019

31

March

2020

30

September

2019

(in million Baht)


Associates 8 37 - -

Joint ventures 10 - 5 -


Total 35 73 9 16

Provision related to sales of properties -

related party

Consolidated


Separate


31

March

2020

30

September

2019

31

March

2020

30

September

2019

(in million Baht)

Associate 4 13 - 2

Movements of loans and accrued interest to related parties during the six-month periods ended 31

March 2020 were as follows:

Interest rate Consolidated financial statements

30

September

2019

31

March

2020

30

September


31

March

2020


Subsidiaries - shareholder

Long-term loans 6.50 6.50 273 - - 273

Accrued interest 267 8 - 275

Total 540 548

Unearned land rental income

Consolidated


Separate


31

March

2020

30

September

2019

31

March

2020

30

September

2019

(in million Baht)

Associate

Current portion 364 358 8 8

Non-Current portion 7,177 7,456 188 192

Total 7,541 7,814 196 200

Commitments with related parties

Consolidated


Separate


31

March

2020

30

September

2019

31

March

2020

30

September

2019

(in million Baht)

Capital commitments

Contracted but not provided for:

Agreements for consultants 14 - 13 -



29

Commitments with related parties

Consolidated


Separate


31

March

2020

30

September

2019

31

March

2020

30

September

2019

(in million Baht)

Future minimum lease and services

payments under non-cancellable

operating leases and services

Within one year 115 110 34 30

After one year but within five years 206 261 57 64

Total 321 371 91 94

6 Trade accounts receivable

Aging analysises for trade accounts receivable were as follows:

Consolidated


Separate


31

March

30

September

31

March

30

September

2020 2019 2020 2019

(in million Baht)

Related parties

Within credit terms 95 30 20 8

Overdue:

Less than 3 months 13 5 - -

3 - 6 months - 2 - -

108 37 20 8

Other parties

Within credit terms 40 48 3 5

Overdue:

Less than 3 months 43 42 19 13

3 - 6 months 13 8 11 7

6 - 12 moths 4 4 1 -

Over 12 months 22 18 13 13

122 120 47 38

Unbilled operating leases receivables 48 41 5 5

Total 278 198 72 51

Less allowance for doubtful accounts (22) (19) (13) (13)

Net 256 179 59 38

The normal credit term granted by the Group is 30 days to 45 days.



30

7 Real estate projects under development

Consolidated


Separate


31

March

30

September

31

March

30

September

2020 2019 2020 2019

(in million Baht)

Land 25,279 21,633 - -

Prepaid land rental 9 9 - -

Land improvement 4,661 4,168 - -

Construction cost 5,117 4,720 - -

Capitalised interest 731 599 - -

Total 35,797 31,129 - -

Less allowance for project devaluation (50) (51) - -

Net 35,747 31,078 - -


31 March 31 March

2020 2019 2020 2019

(in million Baht)

Finance costs capitalised during the period 293 201 - -

Rate of interest capitalized (% per annum) 1.90 - 4.525 2.78 - 4.525 - -

Real estate projects under development

recognised as an expense in ‘cost of

sales of real estate project’:

Cost 4,925 5,684 - -

Reversal of write-down (1) - - -

Net total 4,924 5,684 - -

Real estate projects under development comprise single-detached houses, semi-detached houses,

two - storey townhouses, three-storey townhouses, commercial buildings and condominium, which

are operating and ready for sale housing projects totalling 61 projects and a portion are projects under

development.

Collateral

The subsidiary has mortgaged land, including present and future structures thereon, with financial

institutions to secure subsidiaries’s bank overdrafts, bank loans and aval note payable for purchasing

land. (see note 13).



31

8 Investments in associates and joint ventures

Consolidated


Separate



(Restated)

(in million Baht)

Associates

At 1 October 2019 / 2018 9,547 5,796 4,344 205

Share of net profits (losses) of associates

net of unrealised gains on sale

of properties to associates 237 (2) - -

Increases in investment 1,215 2,301 98 2,301

Disposals of investment (559) - - -

Dividend income (308) (289) - -

Exchange differences on translation (27) 8 - -

At 31 March 10,105 7,814 4,442 2,506

Joint ventures

At 1 October 2019 / 2018 2,664 1,763 262 109

Share of net losses of joint ventures net of

unrealised gains on sale of investment

properties to joint ventures (181) (40) - -

Increases in investment 149 163 - -

At 31 March 2,632 1,886 262 109

Total

At 1 October 2019 / 2018 12,211 7,559 4,606 314

Share of net profits (loss) of associates and

joint ventures net of unrealised gains on

sales of investment properties to

associates and joint ventures 56 (42) - -

Increases in investment 1,364 2,464 98 2,301

Disposals of investments (559) - - -

Dividend income (308) (289) - -

Exchange differences on translation (27) 8 - -

At 31 March 12,737 9,700 4,704 2,615

The transactions for establish, increase and disposal in investments in associates and joint ventures during

the six-month period ended 31 March 2020 and 2019, were as follows:

Consolidated


Separate



(Restated)

(in million Baht)

Associates

TRA Land Development Company Limited 73 2,301 73 2,301

FTREIT - Increases 1,142 - 25 -

FTREIT - Disposals (559) - - -

656 2,301 98 2,301



32

Consolidated


Separate



(Restated)

(in million Baht)

Joint ventures

STT GDC (Thailand) Company Limited * 127 163 - -

Frasers Property BFTZ Company Limited ** 22 - - -

149 163 - -

Total 805 2,464 98 2,301

* Held by Frasers Property Technology (Thailand) Company Limited and Frasers Property Industrial

(Thailand) Company Limited established in December 2018

** Held by Frasers Property Industrial (Thailand) Company Limited

In January 2020, the Company and a subsidiary had purchased unit trust of FTREIT totalling 79.86 million

units amounting to Baht 1,142.03 million.

In February 2020, a subsidiary had sold unit trust of FTREIT totalling 61.20 million units amounting to

Baht 942.81 million. The Group had recognised gain on sale of Baht 384.06 million.



33

The investments in associates and joint ventures as at 31 March 2020 and 30 September 2019, and dividend income from those investments for the

six-month periods ended 31 March were as follows:


Ownership

interest

Paid-up capital

Cost Equity

Dividend income for the

six-month periods ended

Type of

business

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

31

March

2019

(Restated)

(%) (in million Baht)

Associates

FTREIT * Investing in properties 22.26 23.43 28,313 25,174 6,539 6,034 3,715 3,172 215 199

PT SLP Surya TICON Real estate

Internusa ** development 25.00 25.00 1,657 1,657 414 414 335 361 - -

TRA Land Development Real estate

Company Limited development 50.00 50.00 8,424 8,279 4,212 4,139 4,206 4,126 - -

North Sathorn Hotel

Company Limited *** Hotel business 20.00 20.00 1,450 1,450 290 290 70 70 - -

GVREIT *** Investing in property

leasehold rights and

related equipment 22.64 22.64 8,046 8,046 1,822 1,822 1,579 1,616 80 77

Gold Property Fund Investing in property

(Leasehold) *** (GOLDPF) leasehold rights and related equipment 33.00 33.00 1,983 1,983 655 655 200 202 13 13

13,932 13,354 10,105 9,547 308 289

* Held by Frasers Property Thailand (International) Pte. Ltd. and Frasers Property (Thailand) Public Company Limited

** Held by Frasers Property Thailand (Hong Kong) Limited

*** Held by Golden Land Property Development Public Company Limited



34


Ownership

interest

Paid-up capital

Cost Equity



Type of

business

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

31

March

2019

(Restated)


Joint ventures

Frasers Property Demco Power 6 Electricity generator

Company Limited *** and seller 51.00 51.00 5 5 2 2 3 3 - -

Frasers Property Demco Power 11 Electricity generator

Company Limited *** and seller 51.00 51.00 4 4 2 2 3 2 - -

Frasers Property BFTZ Real estate

Company Limited *** development 59.99 59.99 631 595 379 357 385 361 - -

JustCo (Thailand) Co-office/

Company Limited working space 51.00 51.00 514 514 262 262 224 238 - -

STT GDC (Thailand)

Company Limited **** Data center 51.00 51.00 973 723 496 369 469 354 - -

Wangnoi Logistics Park Real estate

Company Limited*** development 51.00 51.00 397 397 202 202 68 68 - -

Bangpakong Logistics Park Real estate

Company Limited *** development 51.00 51.00 840 840 449 449 325 325 - -

PBA Robotics (Thailand) Automations

Company Limited***** solutions services 51.00 51.00 31 31 16 16 9 14 - -

Kasemsubbhakdi Co.,Ltd. ****** Property

development 49.00 49.00 3,000 3,000 1,470 1,470 1,146 1,299 - -

3,278 3,129 2,632 2,664 - -

Total 17,210 16,483 12,737 12,211 308 289

*** Held by Frasers Property Industrial (Thailand) Company Limited

**** Held by Frasers Property Technology (Thailand) Company Limited and Frasers Property Industrial (Thailand) Company Limited

***** Held by Automation Asset Company Limited

****** Held by GOLD

All associates and joint ventures were incorporated in Thailand, except PT SLP Surya TICON Internusa which was incorporated in Indonesia.



35


Ownership

interest

Paid-up capital

Cost At cost - net



Type of

business

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

31

March

2019

(Restated)


Associates

FTREIT Investing in

properties

0.80

0.80

28,313

25,174

230

205

230

205

7

7

TRA Land Development Real estate

Company Limited development 50.00 50.00 8,424 8,279 4,212 4,139 4,212 4,139 - -

4,442 4,344 4,442 4,344 7 7

Joint venture

JustCo (Thailand) Co-office/

Company Limited working 51.00 51.00 514 514 262 262 262 262 - -

space 262 262 262 262 - -

Total 4,704 4,606 4,704 4,606 7 7

All associates and joint venture were incorporated in Thailand.



36

None of the Group’s associates and joint ventures are publicly listed and consequently do not have

published price quotations, except for

1. FTREIT which is listed on the Stock Exchange of Thailand. As at 31 March 2020, the closing

was Baht 13.50 (30 September 2019: Baht 17.90). The fair value of investment in FTREIT was

Baht 8,482.32 million (30 September 2019: Baht 10,912.87 million).

2. GOLDPF which is listed on the Stock Exchange of Thailand. As at 31 March 2020, the closing

price per unit was Baht 6.40 (30 September 2019: Baht 7.50). The fair value of investment in

GOLDPF was Baht 435.20 million (30 September 2019: Baht 510 million).

3. GVREIT which is listed on the Stock Exchange of Thailand. As at 31 March 2020, the closing

price per unit was Baht 13.70 (30 September 2019: Baht 16.80). The fair value of investment in

GVREIT was Baht 2,527.65 million (30 September 2019: Baht 3,099.60 million).

9 Investments in subsidiaries

Separate

financial statement

Six-month period ended 31 March Note 2020 2019

(in million Baht)

At 1 October 2019 / 2018 38,329 17,916

Increases 2,253 255

Acquisition 4 157 -

Disposals (85) -

Reversal of impairment 26 -

At 31 March 40,680 18,171

The transactions for establish, increase in investments and disposal of investments in subsidiaries during

the six-month period ended 31 March 2020 and 2019, were as follows:

Separate

financial statement

Six-month period ended 31 March 2020 2019

(in million Baht)

Frasers Property Technology (Thailand) Company Limited 181 165

Bangkok Logistics Park Company Limited - 90

Frasers Property Thailand (International) Pte.Ltd. 2,070 -

Frasers Property Treasury Center (Thailand)

Company Limited

2

-

GOLD 157 -

Shanghai TICON Investment Management

Company Limited

(59)

-

Total 2,351 255



37

Investments in subsidiaries as at 31 March 2020 and 30 September 2019, and dividend income from those investments for the six-month periods ended 31 March were as follows:


Ownership

interest

Paid-up capital

Cost

Impairment

At cost - net

Dividend income for

the six-month periods ended

Type of

business

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

31

March

2019 (%) (in million Baht)

Subsidiaries

ECO Industrial

Services Company Real estate

Limited development 99.99 99.99 13 13 13 13 - - 13 13 - 9

Frasers Property

Industrial (Thailand) Real estate

Company Limited development 99.99 99.99 11,500 11,500 11,515 11,515 - - 11,515 11,515 - -

Frasers Property Industrial

REIT Management REIT

(Thailand) Company Limited management 69.99 69.99 10 10 7 7 - - 7 7 29 22

Frasers Property

Technology (Thailand)

Company Limited Data center 99.99 99.99 553 372 553 372 - - 553 372 - -

Bangkok Logistics Park Real estate

Company Limited development 75.00 75.00 300 300 225 225 - - 225 225 - -

Shanghai TICON

Investment Management Investment

Company Limited * management - 100.00 - 85 - 85 - 26 - 59 - -

Frasers Property Thailand Investment

(Hong kong) Limited management 100.00 100.00 575 575 575 575 - - 575 575 - -


(International) Pte. Ltd. management 100.00 100.00 8,499 6,429 8,499 6,429 - - 8,499 6,429 - -

System Assets Real estate

Company Limited development 100.00 100.00 400 400 400 400 - - 400 400 - -



38


Ownership

interest

Paid-up capital

Cost

Impairment

At cost - net

Dividend income for


Type of

business

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

31

March


GOLD Real estate

development 95.65 94.85 11,038 11,038 18,891 18,734 - - 18,891 18,734 1,067 -

Frasers Property Treasury Treasury center

Center (Thailand) Co., Ltd development 100.00 - 2 - 2 - - - 2 - - -

Total 40,680 38,355 - 26 40,680 38,329 1,096 31

Indirect subsidiary

Held by Fraser Property

Industrial (Thailand)

Company Limited

Automation Asset Co., Ltd. Automations

solutions

services 100.00 100.00 17 17 - - - - - - - -

Held by Fraser Property

Thailand (International) Pte.

Ltd.


(Vietnam) Pte. Ltd. management 100.00 - 24 - - - - - - - - -

Held by Frasers Property

Thailand (Vietnam) Pte. Ltd.

Amigos An Phu Holding Investment

Pte. Ltd. management 100.00 - 22 - - - - - - - - -

Held by Amigos An Phu

Holding Pte. Ltd.

Amigos An Phu (Singapore) Investment

Pte. Ltd. management 100.00 - 21 - - - - - - - - -



39


Ownership

interest

Paid-up capital

Cost

Impairment

At cost - net

Dividend income for


Type of

business

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

31

March


Held by GOLD

Narayana Pavilion Co., Ltd. Office building 100.00 100.00 475 475 - - - - - - - -

United Homes Co., Ltd. Property

development 100.00 100.00 550 550 - - - - - - - -

Golden Land (Mayfair) Co., Ltd. Residential

building 100.00 100.00 11 11 - - - - - - - -

North Sathorn Realty Co., Ltd. Office building 100.00 100.00 639 639 - - - - - - - -

Ritz Village Co., Ltd. Property

development 100.00 100.00 100 100 - - - - - - - -

Golder Land Polo Limited Provide contract

workers services 100.00 100.00 4 4 - - - - - - - -

Grand Paradise Property Co., Ltd. Property

development 100.00 100.00 42 42 - - - - - - - -

Golden Property Service Co., Ltd. Property

management 100.00 100.00 1,480 1,480 - - - - - - - -

Golden Habitation Co., Ltd. Property

development 100.00 100.00 38 38 - - - - - - - -

Sathorn Thong Co., Ltd. Property

development 100.00 100.00 154 154 - - - - - - - -

Sathorn Supsin Co., Ltd. Residential

building 60.00 60.00 245 245 - - - - - - - -

Krungthep Land Public Co., Ltd. Property

development 100.00 100.00 1,780 1,780 - - - - - - - -

Held by Narayana Pavilion

Co., Ltd.

Walker Homes Co., Ltd. Property

development 50.00 50.00 1 1 - - - - - - - -



40


Ownership

interest

Paid-up capital

Cost

Impairment

At cost - net

Dividend income for


Type of

business

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

31

March


25% Held by Narayana

Pavillio Co., Ltd.and 25%

held by Ritz Village Co., Ltd.

Golden Land Residence Co., Ltd. Property

development 50.00 50.00 50 50 - - - - - - - -

Held by Golden Land

(Mayfair) Co., Ltd.

Grand Mayfair Co., Ltd. Residential

building 100.00 100.00 12 12 - - - - - - - -

Held by Golden Land Polo Ltd.

MSGL Property Co.,Ltd. Property

development 100.00 100.00 11 11 - - - - - - - -

Held by Krungthep Land

Public Co., Ltd.

Sidewalk Land Co., Ltd. Property

development 100.00 100.00 41 41 - - - - - - - -

Prime Plus Asset Co., Ltd. Property

development 100.00 100.00 20 20 - - - - - - - -



41


Ownership

interest

Paid-up capital

Cost

Impairment

At cost - net

Dividend income for


Type of

business

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

31

March


First Square Co., Ltd. Property

development 100.00 100.00 20 20 - - - - - - - -

Regal Region Co., Ltd. Property

development 100.00 100.00 21 21 - - - - - - - -

* On 4 March 2020, Shanghai TICON Investment Management Company Limited, the subsidiary was dissolved and liquidated.

All subsidiaries were incorporated in Thailand, except Shanghai TICON Investment Management Company Limited which was incorporated in China,

Frasers Property Thailand Investment (Hong Kong) Limited which was incorporated in Hong Kong and Frasers Property Thailand Investment (International) Pte. Ltd., Frasers Property Thailand (Vietnam) Pte. Ltd., Amigos An Phu Holding Pte. Ltd. and Amigos An Phu (Singapore) Pte. Ltd. which were incorporated in Singapore.

Short-term loan for project investment

As at 31 March 2020, an indirect subsidiary of the Company had short term loan to a foreign company amounting to Baht 655.22 million which may be a part of

investment in real estate development project in foreign country. However, the party have to repay the loan with interest to the Group if the agreed term and conditions

specified in the agreement cannot be complied.



42

10 Investment properties

Movements during the six-month periods ended 31 March were as follows:



2020 2019 2020 2019 (Restated)

(in million Baht)

Net book value at 1 October

2019 / 2018

35,690 35,622 6,378 6,479

Acquisitions during the period 406 817 49 54

Disposals during the period -

net book value (397) (26) (345) (21)

Sales investment in subsidiary

- net book value - (45) - -

Transfer in:

Real estate projects under

development

- 31 - -

Depreciation for the period (413) (410) (48) (47)

Cost of management fee (5) - - -

Impairment loss (13) (18) - -

Net book value at 31 March 35,268 35,971 6,034 6,465



2020 2019 2020 2019

(Restated)

(in million Baht)

Depreciation expenses included in:

Cost of rental and related service 361 337 26 22

Administrative expense 52 73 22 25

413 410 48 47

Investment properties of the Group comprise investment properties for industrial and investment

properties for commercial.

Investment properties for industrial comprise land and land improvements, construction in progress,

common properties, factory and warehouse buildings.

Investment properties for commercial comprise office buildings for rent which are part of assets located

on leasehold land for which GOLD made prepayment for land rental. The ownership of the office

buildings for rent will be vested in the lessor upon conditions stipulated in various lease agreements

(see note 11).

Collaterals

The Group and the Company have collaterals in investment properties for industrial as detail in note 13.



43

11 Prepaid land rental


Consolidated


Separate


2020 2019 2020 2019

(Restated)

(in million Baht)

Cost

At 1 October 2019 / 2018 2,134 2,134 - -

Increase 234 - - -

At 31 March 2,368 2,134 - -

Amortisation

At 1 October 2019 / 2018 479 384 - -

Amortisation for the period 43 41 - -

Accrued long - term rental expenses 6 3 - -

At 31 March 528 428 - -

Net book value

At 1 October 2019 / 2018 1,655 1,750 - -

At 31 March 1,840 1,706 - -

Net book value consists of

At 1 October 2019 / 2018

Prepaid land rental 1,668 1,756 - -

Accrued long-term rental expenses (13) (6) - -

1,655 1,750 - -

At 31 March

Prepaid land rental 1,855 1,712 - -

Accrued long-term rental expenses (15) (6) - -

1,840 1,706 - -

12 Property, plant and equipment




2020 2019 2020 2019 (Restated) (in million Baht)

Net book value at 1 October

2019 / 2018

2,626

2,558

10

10

Acquisitions during the period 51 55 13 4

Disposals during the period

- net book value (2) (1) - -

Depreciation for period (92) (75) (3) (2)

Net book value at 31 March 2,583 2,537 20 12



44

Collaterals

The Group and the Company have collaterals in land and land improvements and buildings as note 13.

13 Interest-bearing liabilities

Consolidated


Separate


31 30 31 30

March September March September

Note 2020 2019 2020 2019

(in million Baht)

Current

Short-term loans from financial

institution

- Secured 2,040 497 - -

- Unsecured 9,047 7,592 998 2,997

Current portion of long-term

loan from financial institution

- Secured 1,717 1,030 - -

Current portion of long-term

note payable

- Secured 254 251 - -

Current portion of debentures

- Unsecured 14 6,700 6,820 4,700 1,820

Total current interest-

bearing liabilities 19,758 16,190 5,698 4,817

Non-current

Long-term loan from financial institution

- Secured 2,177 2,519 - -

Long-term loans from shareholder of

subsidiary (exclude accrued interest)

- Unsecured 273 273 - -

Debentures

- Unsecured 14 36,771 30,776 27,279 25,781

Total non-current interest-

bearing liabilities 39,221 33,568 27,279 25,781

The periods to maturity of interest-bearing liabilities, excluding finance lease liabilities, as at

31 March 2020 and 30 September 2019 were as follows:

Consolidated


Separate


31 30 31 30


2020 2019 2020 2019

(in million Baht)

Within one year 19,758 16,190 5,698 4,817

After one year but within five years 36,324 32,368 24,382 24,581

After five years 2,897 1,200 2,897 1,200

Total 58,979 49,758 32,977 30,598



45

Secured interest-bearing liabilities as at 31 March 2020 and 30 September 2019 have secure on the

following assets as follows:

Consolidated


Separate


Note

31

March

30

September

31

March

30

September

2020 2019 2020 2019

(in million Baht)

Real estate projects under

development

7

11,735

9,117

-

-

Investment properties for industrial 10 968 2,587 - -

Property, plant and equipment 12 786 797 - -

Total 13,489 12,501 - -

(a) As at 31 March 2020, the Group and the Company had unutilised credit facilities totalling Baht

7,819.66 million and Baht 2,983.49 million, respectively (30 September 2019: Baht 7,476.96 million

and Baht 2,620 million, respectively).

(b) As at 31 March 2020, the Company had short- term loan from financial institution with interest of

1.13% per annum (30 September 2019: 1.70% -1.81% per annum).



46

14 Debentures

Significant detail of the debentures as at 31 March 2020 and 30 September 2019 were as follows:



31 30 31 30


No. Issue date Maturity date Age Interest rate 2020 2019 2020 2019

(Year) (% per annum) (in million Baht)

Issued by Company

6/2012 26 September 2012 26 September 2022 10 4 .90 1,000 1,000 1,000 1,000

2/2013 15 May 2013 15 May 2020 7 4 .30 500 500 500 500

5/2013 18 October 2013 18 October 2019 6 4 .85 - 620 - 620

2/2014 18 July 2014 18 July 2021 7 4 .80 800 800 800 800

2/2015 15 May 2015 15 May 2022 7 3 .69 1,000 1,000 1,000 1,000

3/2015 14 August 2015 14 August 2020 5 3 .22 600 600 600 600

3/2015 14 August 2015 14 August 2023 8 4 .03 700 700 700 700

1/2016 18 May 2016 18 May 2020 4 2 .29 100 100 100 100

1/2016 18 May 2016 18 May 2023 7 3 .35 2,300 2,300 2,300 2,300

1/2018 14 March 2018 14 March 2021 3 2 .20 1,500 1,500 1,500 1,500

1/2018 14 March 2018 14 March 2023 5 2 .75 2,500 2,500 2,500 2,500

1/2018 14 March 2018 14 March 2028 10 3 .58 1,000 1,000 1,000 1,000

1/2019 15 February 2019 15 February 2021 2 2 .61 2,000 2,000 2,000 2,000

1/2019 15 February 2019 15 February 2022 3 2 .91 2,300 2,300 2,300 2,300

1/2019 15 February 2019 15 February 2024 5 3 .36 500 500 500 500

1/2019 15 February 2019 15 February 2029 10 3 .80 200 200 200 200

2/2019 9 May 2019 9 May 2021 2 2 .80 4,000 4,000 4,000 4,000

2/2019 9 May 2019 9 May 2022 3 3 .00 6,000 6,000 6,000 6,000

1/2020 14 January 2020 14 January 2023 3 2.00 500 - 500 -

2/2020 14 January 2020 14 July 2023 3.5 2.10 1,000 - 1,000 -

3/2020 14 January 2020 14 January 2025 5 2.36 1,800 - 1,800 -

4/2020 14 January 2020 14 January 2027 7 2.85 500 - 500 -

5/2020 14 January 2020 14 January 2030 10 3.20 1,200 - 1,200 -

32,000 27,620 32,000 27,620



47



31 30 31 30


No. Issue date Maturity date Age Interest rate 2020 2019 2020 2019

(Year) (% per annum) (in million Baht)

Issued by subsidiary

1/2016 23 November 2016 23 November 2019 3 3 .35 - 3,000 - -

1/2017 30 May 2017 30 May 2020 3 3 .30 1,000 1,000 - -

2/2017 4 August 2017 8 August 2020 3 3 .09 1,000 1,000 - -

1/2018 22 February 2018 22 February 2023 5 3 .35 2,000 2,000 - -

2/2018 19 December 2018 19 December 2021 3 3.64 3,000 3,000 - -

1/2019 08 November 2019 08 November 2022 3 2.47 3,000 - - -

1/2020 24 February 2020 24 February 2025 5 2.28 1,500 - - -

11,500 10,000 - -

Total 43,500 37,620 32,000 27,620

Less unamortised cost relating to the issuance of debentures (29) (24) (21) (19)

Debentures - net 43,471 37,596 31,979 27,601



48

The outstanding balance of debentures classified by the period to maturity as at 31 March 2020 and

30 September 2019 were as follows:



31 30 31 30


Note 2020 2019 2020 2019

(in million Baht)

Debentures matured within one year 13 6,700 6,820 4,700 1,820

Debentures matured after one year 13 36,771 30,776 27,279 25,781

Total 43,471 37,596 31,979 27,601

As at 31 March 2020, the debentures of the Group are name specified, unsubordinated, and unsecured,

without debenture holder nominee. The debentures’ offer price was Baht 1,000 per unit and had a face

value of Baht 1,000 each. The interest will be repaid every 6 months throughout the term of the

debentures. In addition, the Group must comply with certain conditions and maintain its debt-to-equity

ratio according to the specified conditions over the term of the debentures.

15 Share capital

Par value 2020 2019 per share Number Amount Number Amount (in Baht) (million shares / in million Baht)

Authorised

At 1 October 2019 / 2018

- ordinary shares 1 2,935 2,935 2,751 2,751

Reduction of ordinary shares 1 (918) (918) (917) (917)

Increase of new shares 1 1,210 1,210 1,101 1,101

At 31 March

- ordinary shares 1 3,227 3,227 2,935 2,935

Issued and paid-up

At 1 October 2019 / 2018

- ordinary shares 1 2,017 2,017 1,834 1,834

At 31 March

- ordinary shares 1 2,017 2,017 1,834 1,834

The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are

entitled to one vote per share at meetings of the Company.

On 24 January 2020, the annual general meeting of shareholders approved the reduction of the registered

capital from Baht 2,934.63 million to Baht 2,016.76 million by cancelling 917.87 million unissued

ordinary shares, at par value of Baht 1 per share. On the same day, the meeting of shareholders approved

the increase of the registered capital from Baht 2,016.76 million to Baht 3,226.82 million by issuing

ordinary shares totaling 1,210.06 million shares, at par value of Baht 1 per share. The Company

registered the reduction and the increase in registered share capital with the Ministry of Commerce on

3 February 2020 and 4 February 2020, respectively.



49

16 Segment information

The Group has 5 reportable segments, as described below, which are the Group’s strategic divisions. The

strategic divisions offer different services, and are managed separately because they require different

technology and marketing strategies. For each of the strategic divisions, the chief operating decision maker

(CODM) reviews internal management reports on at least a quarterly basis. The following summary describes

the operations in each of the Group’s reportable segments.

• Segment 1 Real estate business

• Segment 2 Rental and commercial building business

• Segment 3 Hotel business

• Segment 4 The development of investment properties - factories

• Segment 5 The development of investment properties - warehouses

Other operations include the non-operating business units and others which do not meet the quantitative

thresholds for determining reportable segments in 2020 or 2019.

There are some inter-segment transactions in the Group. Inter-segment pricing is determined on an arm’s

length basis.

Information regarding the results of each reportable segment is included below. Performance is measured

based on segment profit before tax, as included in the internal management reports that are reviewed by

the Group’s CODM. Segment profit before tax is used to measure performance as management believes

that such information is the most relevant in evaluating the results of certain segments relative to other

entities that operate within these industries.

Geographical segments

The Group is managed and operates principally in Thailand. There are no material revenues derived

from foreign countries.



50

Information about reportable segments

Three-month period Segment 1 Segment 2 Segment 3 Segment 4 Segment 5 Others Eliminations Total

ended 31 March 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019

(Restated) (Restated) (Restated) (Restated) (Restated) (Restated) (Restated) (Restated)

(in million Baht)

External revenue 3,557 4,396 299 285 113 153 174 122 296 319 102 88 - - 4,541 5,363

Inter - segment revenue - - 2 1 1 - - - 2 - 63 52 (68) (53) - -

Total 3,557 4,396 301 286 114 153 174 122 298 319 165 140 (68) (53) 4,541 5,363

Other income 549 146

Total income 5,090 5,509

Gain (loss) on sale of

investment properties - - - - - - 49 - (19) (1) - - - - 30 (1)

Total profit (loss)

for reportable

segments before

finance cost

and income tax 454 692 85 81 (8) 7 71 57 139 146 75 51 (1) (1) 815 1,033

Finance cost (289) (168)

Gain on sales of

investment in

associate 384 -

Share of profit of

investments in

associates and joint

venture net of

unrealised gains on

sale of properties to

associate and joint

ventures 51 73

Profit before

income tax 961 938



51

Six-month period Segment 1 Segment 2 Segment 3 Segment 4 Segment 5 Others Eliminations Total

ended 31 March 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019

(Restated) (Restated) (Restated) (Restated) (Restated) (Restated) (Restated) (Restated)

(in million Baht)

External revenue 7,103 8,152 605 573 257 297 297 901 615 852 232 180 - - 9,109 10,955

Inter - segment revenue - - 3 3 1 - 1 - 3 - 122 107 (130) (110) - -

Total 7,103 8,152 608 576 258 297 298 901 618 852 354 287 (130) (110) 9,109 10,955

Other income 564 225

Total income 9,673 11,180

Gain (loss) on sale of

investment properties - - - - - - 49 653 (19) 235 - - - - 30 888

Total profit (loss)

for reportable

segments before

finance cost

and income tax 938 1,183 165 149 (8) 8 34 715 267 484 121 127 (4) 9 1,513 2,675

Finance cost (551) (321)

Gain on sales of

investment in

associate 384 -

Share of profit (loss) of

investments in


venture net of

unrealised gains on

sale of properties to

associate and joint

ventures 56 (41)

Profit before

income tax 1,402 2,313



52

Segment 1 Segment 2 Segment 3 Segment 4 Segment 5 Others Eliminations Total

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

30

September

2019

31

March

2020

30

September

2019

(in million Baht)

Segment assets

Reportable segment

assets 39,059 33,508 7,525 7,616 1,748 1,809 19,275 19,401 24,582 24,252 6,686 3,326 (11,379)

(10,320) 87,496 79,592

Investments in

associates 10,105 9,547

Investments in joint

venture 2,632

2,664

Other assets 642 583

Total assets 100,875 92,386

Segment liabilities

Reportable segment

liabilities 23,538 18,131 6,791 6,974 913 939 18,901 16,533 12,287 12,008 6,435 4,775 (11,187) (10,121) 57,678

49,239

Long-term loan 15,000 15,000

Other liabilities 270 277

Total liabilities 72,948 64,516



53

17 Income tax expense

Income tax expense is recognised based on management’s best estimate of weighted average rate annual

income tax rate expected for the full financial year multiplied to the pre-tax income of the interim period.

The Group’s and the Company’s effective tax rate in respect of continuing operations for the six-month

period ended 31 March 2020 were 17.33% and 0.06%, respectively.

The total income tax expense in the separate statement of income is less than the amount calculated by

applying tax rate multiplied by net profit for the period because caused mainly from dividend income

which is a non-taxable income.

18 Dividend

At the annual general meeting of the shareholders of the Company held on 24 January 2020,

the shareholders approved the appropriation of profit as a legal reserve of Baht 18.34 million and

the dividend payment of Baht 0.46 per share for 2,016.76 million ordinary shares, amounting to Baht

927.71 million. The dividend was paid to shareholders on 7 February 2020.

At the annual general meeting of the shareholders of the Company held on 25 January 2019,

the shareholders approved the appropriation of profit as a legal reserve of Baht 1.38 million and

the dividend payment of Baht 0.27 per share for 1,834.15 million ordinary shares, amounting to Baht

495.22 million. The dividend was paid to shareholders on 7 February 2019.

19 Financial instruments

Carrying amount and fair values

The following table shows the carrying amounts and fair values of financial assets and financial

liabilities, including their levels in the fair value hierarchy. It does not include fair value information for

financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable

approximation of fair value.


Carrying Fair value

amount Level 1 Level 2 Level 3 Total

(in million Baht)

31 March 2020

Financial liabilities not

measured at fair value

Long-term loans and accrued

interest expenses from

shareholder of subsidiary 548 - - 402 402

Debentures (Face value) 43,500 - 44,287 - 44,287

Customer deposits 585 - - 538 538



54


Carrying Fair value


(in million Baht)

30 September 2019

Financial liabilities not

measured at fair value

Long-term loans and accrued

interest expenses from

shareholder of subsidiary 540 - - 424 424



Separated financial statements

Carrying Fair value


(in million Baht)

31 March 2020

Financial assets and financial

liabilities not measured at

fair value

Long-term loans to related parties 10,489 - - 11,156 11,156



30 September 2019

Financial assets and financial

liabilities not measured at

fair value

Long-term loans to related parties 10,110 - - 10,617 10,617



Fair value of other current finance assets and liabilities are taken to approximate the carrying value due

to most of those financial instruments will be matured in short time.

Fair value of other non-current finance assets and liabilities other than those presented in the table above

is taken to approximate the carrying value because most of those financial instruments bear interest at

market rates.

Measurement of fair values

Valuation techniques and significant unobservable inputs

Financial instruments not measured at fair value

Type Valuation technique Significant unobservable inputs

Long-term loan from

shareholder of subsidiary

and long-term loans

to related parties

Discounted cash flows Discount rate

Customer deposits Discounted cash flows Discount rate

Debentures Market price Discount rate



55

20 Commitments with non-related parties

Consolidated


Separate



2020 2019 2020 2019

(in million Baht)

Capital commitments

Contracted but not provided for:

Agreements with contractors 898 23 - -

Agreements for consultants 36 27 4 -

Software licenses - 8 - -

Total 934 58 4 -

Future minimum lease payments

under non-cancellable

operating leases



After five years 2,935 2,290 257 124

Total 3,652 2,927 336 192

Other commitments

Land sales and purchase agreement 1,089 1,245 - -

Bank guarantees 3,390 3,036 27 28

Contracts for residential projects

under development 985 1,324 - -

Total 5,464 5,605 27 28

As at 31 March 2020, significant agreements entered into with non-related parties are as follows:

(a) Land lease agreements

The subsidiary entered to land lease agreements. The term of the agreements are 30 years with the rental

rate of Baht 7.77 million per annum for the first year. The rental fee will be increased as stated in the

agreements.

The Group entered into land various lease agreement in order to real estate projects under

development, investment properties for industrial and investment properties for commercial.

The terms of the agreements are generally between 27 years to 34 years which will end in 2049. The

Group have to comply with the rules and conditions stated in the agreements.

At 31 March 2020, GOLD and GOLD’s subsidiaries for land lease are as follows:

Sathorn

Square Project

and W hotel

Bangkok

FYI Center

Project

Golden Land

Building

Project

Total

(in million Baht)



After five years 763 804 - 1,567

Total 1,013 928 10 1,951



56

(b) Office equipment lease agreement

As 31 March 2020, the Group has various office equipment lease agreement for periods of

1-5 years. Under the term of agreements, the Group has committed to pay a monthly fixed rental

fee as stated in the agreement. The agreements will be expired in various months up to December

2022.

(c) Management agreements

GOLD has entered into an agreement for management of commercial projects for a period of

3 years ending 31 October 2021. This company will provide management service for commercial

projects and GOLD has to pay service fee as specified in the agreements.

GOLD’s subsidiary has entered into an agreement for management of two commercial projects

for a period of 3 years ending 31 July 2022 and 28 February 2023, with an option to extend for

another period of 3 years. This company will provide management service for commercial projects

and GOLD’s subsidiary has to pay service fee as stated in the agreements.

(d) Contractor agreement

The subsidiary entered into a contractor agreement with a company for the construction of

warehouse totalling Baht 1,032.98 million.

(e) Service agreement

The subsidiary entered into a service agreement with a company to receive the consulting service

for the construction of standard warehouses for rent. The subsidiary agreed to pay a service fee

totalling Baht 40 million for the period of 10 years as stated in the agreement.

21 Events after the reporting period

Issuance of debentures

In May 2020, the Company issuance and allotment of debenture totaling 2 series amounting to Baht 1,000

million and terms are 7 years and 10 years.

Increase in investment in associate

In May 2020, associate has increased share capital as follow:

Associate

Held by

Share

holding

Additional

share capital

Additional

Paid-up by the

Company


TRA Land Development

Company Limited

Frasers Property (Thailand)

Public Company Limited

50.00

1,398

699



57

Delisting of GOLD

At the Board of Directors’ meeting of the Company held on 12 May 2020, the Board approved the

tender offer for the delisting of Golden Land Property Development Public Company Limited

“GOLD” from the Stock Exchange of Thailand at the price of Baht 8.50 per share.

Allotment of newly-issued ordinary shares

At the Board of Directors’ meeting of the Company held on 12 May 2020, the Board approved the

allotment of newly-issued ordinary shares in the amount not exceeding 302.51 million shares, at the

par value of Baht 1 per share, offering price at Baht 10.60 per share, to be offered to the existing

shareholders of the Company according to their shareholding proportion under the General Mandate.

The subscription and payment period is during 29 June 2020 to 3 July 2020.

22 Thai Financial Reporting Standards (TFRS) not yet adopted

A number of new and revised TFRS which relevant to the Group’s operations are expected to have

significant impact on the consolidated and separate financial statements on the date of initial

application. Those TFRS become effective for annual financial reporting periods beginning on or after

1 January of the following years.

TFRS Topic Effective

TFRS 7* Financial Instruments: Disclosures 2020

TFRS 9* Financial Instruments 2020

TFRS 16 Leases 2020

TAS 32* Financial Instruments: Presentation 2020

TFRIC 16* Hedges of a Net Investment in a Foreign Operation 2020

TFRIC 19* Extinguishing Financial Liabilities with Equity Instruments 2020

* TFRS - Financial instruments standards

(a) TFRS - Financial instruments standards

These TFRS - Financial instruments standards establish requirements related to definition,

recognition, measurement, impairment and derecognition of financial assets and financial

liabilities, including accounting for derivatives and hedge accounting. When these TFRS become

effective, some accounting standards, interpretations and guidance which are currently effective

will be cancelled.

The impact on the financial statements

Management is currently considering the potential impact from TFRS-Financial instruments

standards on the financial statements in the initial period adopted.

(b) TFRS 16 Leases

TFRS 16 introduces a single lessee accounting model for lessees. A lessee recognises a right-of-

use asset and a lease liability, with recognition exemptions for short-term leases and leases of low-

value items. Lease accounting for lessor remains similar to the current standard, i.e. lessors

continue to classify leases as finance or operating leases. When this TFRS is effective, some

accounting standards and interpretations which are currently effective will be cancelled.



58

Currently, the Group recognises payments made under operating leases and relevant lease

incentives in profit or loss on a straight-line basis over the term of the lease, and recognised assets

and liabilities only to the extent that there was a timing difference between actual lease payments

and the expense recognised. Under TFRS 16, the Group will recognise right-of-use assets and

lease liabilities for its operating leases as disclosed in Note 20. As a result, the nature of expenses

related to those leases will be changed because the Group will recognise depreciation of right-of-

use assets and interest expense on lease liabilities.

The Group sub-leases some of its properties as disclosed in Note 5. Currently, the head lease and

sub-lease contracts were classified as operating leases and recognised lease income and payment

in profit or loss on a straight-line basis over the term of the leases. Under TFRS 16, the right-of-

use assets recognised from the head leases are presented in investment property and measured at

cost method. The Group reassess the classification of sub-leases and expects that they will

reclassify as finance leases, resulting in recognition of finance lease receivables.

Transition

The Group plans to apply TFRS 16 initially on 1 October 2020, using the modified retrospective

approach. Therefore, the cumulative effect of adopting TFRS 16 will be recognised as an

adjustment to the retained earnings at 1 October 2020, with no restatement of comparative

information.

The Group plans to apply the practical expedient to grandfather the definition of a lease on

transition. This means that it will apply TFRS 16 to all contracts entered into before 1 October

2020 and identified as leases in accordance with TAS 17.

The preliminary impact assessment of initially applying TFRS 16 on the financial statements is as

follows:


Consolidated


Separate


1 October 2020 1 October 2020

(in million Baht)

Increase in finance lease receivables 785 -

Increase in right-of-use property, plant and equipment 439 62

Increase in right-of-use investment properties 2,638 194

Decrease in investment properties (2,835) - Decrease in investment in associate and joint venture (437) - Increase in deferred tax assets 804 - Decrease in prepaid land rental (2,053) (4)

Increase (decrease) in other assets (16) 4

Increase in lease liabilities (2,450) (256) Decrease in unearned rental income 6,329 - Increase in deferred tax liabilities (1,316) -

Decrease in other liabilities 20 - Increase in retained earnings (1,908) -



59

23 Reclassification of accounts

Certain account in the 2019 financial statements have been reclassified to conform to the presentation

in the 2020 financial statements.

2019

Consolidated


Separate


Before

Reclassi-

fication

Reclassi-

fication

After

Reclassi-

fication

Before

Reclassi-

fication

Reclassi-

fication

After

Reclassi-

fication

(in million Baht)


as at 30 September 2019

Trade accounts receivable 176 3 179 36 2 38

Other receivables 256 (6) 250 35 (5) 30

Short term loans from

financial institutions (8,092) 3 (8,089) (3,000) 3 (2,997)

- -

Statement of income

for three-month period

ended 31 March 2019

Rental and related service revenue (401) (41) (442) (91) (19) (110)

Utilities revenue (7) 7 - (1) 1 -

Revenue from rendering

of services (16) 16 - (6) 6 -

Management fee income

from associate (76) 76 - - - -

Management fee income - (76) (76) - (27) (27)

Dividend income - - - (35) 35 -

Interest income (41) 41 - (157) 157 -

Investment income - (41) (41) - (192) (192)

Gain on sales of

investment properties - 1 1 - - -

Other income (23) 18 (5) (48) 39 (9)

Cost of rental and related services 118 59 177 17 20 37

Cost of sales of properties 1 (1) - - - -

Utilities costs 5 (5) - 2 (2) -

Distribution costs 15 11 26 9 9 18

Cost of management income - 37 37 - 22 22

Cost of rendering of services 11 (11) - 3 (3) -

Administrative expenses 197 (51) 146 101 (33) 68

Depreciation 40 (40) - 13 (13) -

Share of profits (loss) of


ventures net of unrealised

gains (losses) on sales of


and joint ventures

-

(61)

(61)

-

-

-

Share of profits of associates

and joint ventures

(61)

61

-

-

-

-

- -



60

2019

Consolidated


Separate


Before

Reclassi-

fication

Reclassi-

fication

After

Reclassi-

fication

Before

Reclassi-

fication

Reclassi-

fication

After

Reclassi-

fication

(in million Baht)

Statement of income

for six-month period

ended 31 March 2019

Rental and related service revenue (791) (74) (865) (196) (30) (226)

Revenue from sales of properties (2,025) 2,025 - (1,347) 1,347 -

Utilities revenue (13) 13 - (3) 3 -

Revenue from rendering

of services (32) 32 - (9) 9 -

Management fee income

from associate (159) 159 - - - -

Management fee income - (159) (159) - (54) (54)

Dividend income - - - (38) 38 -

Interest income (69) 69 - (300) 300 -

Investment income - (69) (69) - (338) (338)

Gain on sales of

investment properties - (888) (888) - (653) (653)

Realised gain on sales of properties (8) 8 - - - -

Other income (45) 29 (16) (87) 72 (15)

Cost of rental and related services 235 110 345 35 36 71

Cost of sales of properties 1,134 (1,134) - 694 (694) -

Utilities costs 10 (10) - 3 (3) -

Distribution costs 23 23 46 15 16 31

Cost of management income - 70 70 - 44 44

Cost of rendering of services 21 (21) - 6 (6) -

Administrative expenses 381 (88) 293 195 (60) 135

Depreciation 84 (84) - 27 (27) -


and joint ventures net of

unrealised gains on sales of

properties to associates and

joint ventures

-

73

73

-

-

-


and joint ventures

(126)

126

-

-

-

-

Unrealised gains on sales of


210

(210)

-

-

-

-

- -

The reclassifications have been made because, in the opinion of management, the new classification is

more appropriate to the Group’s business.

Documents

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